15-094 City Data Services for Web-Based Grant Management Services AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
CITY DATA SERVICES, LLC FOR
WEB-BASED GRANT MANAGEMENT SERVICES
THIS AGREEMENT, is entered into this 1st day of July, 2015, by and
between the CITY OF CUPERTINO, a California municipal corporation ("City"),
and City Data Services, LLC, a California Corporation, whose address is 403
Alvarado Street, Brisbane, California, 94005, (hereinafter referred to as
"Consultant") (collectively referred to as the "Parties").
RECITALS:
A. City is a municipal corporation duly organized and validly existing
under the laws of the State of California with the power to carry on its business
as it is now being conducted under the Constitution and the statutes of the State
of California and the Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to
perform the special services which will be required by this Agreement.
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this Agreement
on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for web-
based grant management services upon the terms and conditions herein.
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on July 1, 2015, and shall
terminate on June 30, 2016, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A"
attached hereto and incorporated herein by this reference.
3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this
Agreement in a total amount not to exceed FIVE THOUSAND FOUR
HUNDRED dollars ($5,400.00) based on the rates and terms set forth in Exhibit
"B,"which is attached hereto and incorporated herein by this reference.
4. TIME IS OF THE ESSENCE
Consultant and City agree that time is of the essence regarding the
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performance of this Agreement.
5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a
manner commensurate with the prevailing standards of like professionals in the
San Francisco Bay Area and agrees that all services shall be performed by
qualified and experienced personnel who are not employed by the City nor have
any contractual relationship with City.
6. INDEPENDENT PARTIES
City and Consultant intend that the relationship between them created by
this Agreement is that of employer-independent contractor. The manner and
means of conducting the work are under the control of Consultant, except to the
extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired
by virtue of Consultant's services. None of the benefits provided by City to its
employees, including but not limited to, unemployment insurance, workers'
compensation plans, vacation and sick leave are available from City to
Consultant, its employees or agents. Deductions shall not be made for any state
or federal taxes, FICA payments, PERS payments, or other purposes normally
associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM AND CONTROL ACT CIRCA)
Consultant assumes any and all responsibility for verifying the identity
and employment authorization of all of his/her employees performing work
hereunder, pursuant to all applicable IRCA or other federal, or state rules and
regulations. Consultant shall indemnify and hold City harmless from and
against any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Consultant.
8. NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination,
Consultant agrees that it shall not harass or discriminate against a job applicant,
a City employee, or a citizen by Consultant or Consultant's employee or,
subcontractor on the basis of race, religious creed, color,national origin, ancestry,
handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or
any other protected class. Consultant agrees that any and all violations of this
provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS
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Z Standard Indemnification:
Consultant shall, to the fullest extent allowed by law and without limitation of
the provisions of this Agreement related to insurance, with respect to all services
performed in connection with the Agreement, indemnify, defend, and hold
harmless the City and its officers, officials, agents, employees and volunteers
from and against any and all liability, claims, actions, causes of action or
demands whatsoever against any of them, including any injury to or death of
any person or damage to property or other liability of any nature, whether
physical, emotional, consequential or otherwise, arising out, pertaining to, or
related to the performance of this Agreement by Consultant or Consultant's
employees, officers, officials, agents or independent contractors. Such costs and
expenses shall include reasonable attorneys' fees of counsel of City's choice,
expert fees and all other costs and fees of litigation. The acceptance of the
Services by City shall not operate as a waiver of the right of indemnification. The
provisions of this Section survive the completion of the Services or termination of
this Contract.
10. INSURANCE:
A. General Requirements. On or before the commencement of the term
of this Agreement, Consultant shall furnish City with certificates showing the
type, amount, class of operations covered, effective dates and dates of expiration
of insurance coverage in compliance with the requirements listed below. Such
certificates, which do not limit Consultant's indemnification, shall also contain
substantially the following statement: "Should any of the above insurance
covered by this certificate be canceled or coverage reduced before the expiration
date thereof, the insurer affording coverage shall provide thirty (30) days'
advance written notice to the City of Cupertino by certified mail, Attention: City
Manager." Consultant shall maintain in force at all times during the performance
of this Agreement all appropriate coverage of insurance required by this
Agreement with an insurance company that is acceptable to City and licensed to
do insurance business in the State of California. Endorsements naming the City
as additional insured shall be submitted with the insurance certificates.
B. Subrogation Waiver. Consultant agrees that in the event of loss due
to any of the perils for which he/she has agreed to provide comprehensive
general and automotive liability insurance, Consultant shall look solely to his/her
insurance for recovery. Consultant hereby grants to City, on behalf of any
insurer providing comprehensive general and automotive liability insurance to
either Consultant or City with respect to the services of Consultant herein, a
waiver of any right to subrogation which any such insurer of said Consultant
may acquire against City by virtue of the payment of any loss under such
insurance.
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C. Failure to secure or maintain insurance. If Consultant at any time
during the term hereof should fail to secure or maintain the foregoing insurance,
City shall be permitted to obtain such insurance in the Consultant's name or as
an agent of the Consultant and shall be compensated by the Consultant for the
costs of the insurance premiums at the maximum rate permitted by law and
computed from the date written notice is received that the premiums have not
been paid.
D. Additional Insured. City, its City Council,boards and commissions,
officers, employees and volunteers shall be named as an additional insured
under all insurance coverages, except any professional liability insurance,
required by this Agreement. The naming of an additional insured shall not affect
any recovery to which such additional insured would be entitled under this
policy if not named as such additional insured. An additional insured named
herein shall not be held liable for any premium, deductible portion of any loss, or
expense of any nature on this policy or any extension thereof. Any other
insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by this
policy.
E. Sufficiency of Insurance. The insurance limits required by City are
not represented as being sufficient to protect Consultant. Consultant is advised
to confer with Consultant's insurance broker to determine adequate coverage for
Consultant.
F. Coverage. Consultant shall maintain the following minimum
insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liabili
Commercial general liability coverage in the following minimum
limits:
Bodily Injury: $500,000 each occurrence
$1,000,000 aggregate-all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate
limits in the amounts of$1,000,000 will be considered
equivalent to the required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the following
minimum limits:
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Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
11. CONFLICT OF INTEREST
Consultant warrants that it presently has no interest, and will not acquire
any interest, direct or indirect, financial or otherwise, that would conflict in any
way with the performance of this Agreement, and that it will not employ any
person having such an interest. Consultant agrees to advise City immediately if
any conflict arises and understands that it may be required to fill out a conflict of
interest form if the services provided under this Agreement require Consultant
to make certain governmental decisions or serve in a staff capacity as defined in
Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly, by operation of law or
otherwise, without prior written consent of City. Any attempt to do so without
said consent shall be null and void, and any assignee, sublessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. However, claims for money by
Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written
notice of such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner
or joint venturer or syndicate member or cotenant, if Consultant is a partnership
or joint venture or syndicate or cotenancy, which shall result in changing the
control of Consultant, shall be construed as an assignment of this Agreement.
Control means fifty percent (50%) or more of the voting power of the
corporation.
13. SUBCONTRACTOR APPROVAL
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall
be used in the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors
shall be required to furnish proof of workers' compensation insurance and shall
also be required to carry general, automobile and professional liability insurance
in reasonable conformity to the insurance carried by Consultant. In addition,
any work or services subcontracted hereunder shall be subject to each provision
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of this Agreement.
Consultant agrees to include with all subcontractors in their subcontract
the same requirements and provisions of this Agreement including the
indemnity and insurance requirements to the extent they apply to the scope of
the subcontractor's work. Subcontractors hired by Consultant agree to be bound
to Consultant and City in the same manner and to the same extent as Consultant
is bound to City under this Agreement. Subcontractor further agrees to include
these same provisions with any sub-subcontractor. A copy of the Owner
Contract Document Indemnity and Insurance provisions will be furnished to the
subcontractor upon request. Consultant shall require all subcontractors to
provide a valid certificate of insurance and the required endorsements included
in the agreement prior to commencement of any work and will provide proof of
compliance to City.
14. PERMITS AND LICENSES
Consultant, at his/her sole expense, shall obtain and maintain during the
term of this Agreement, all appropriate permits, certificates and licenses
including, but not limited to, a City Business License, that may be required in
connection with the performance of services hereunder.
15. REPORTS
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared
or caused to be prepared by Consultant pursuant to or in connection with this
Agreement, shall be the exclusive property of City. Consultant shall not
copyright any Report required by this Agreement and shall execute appropriate
documents to assign to City the copyright to Reports created pursuant to this
Agreement. Any Report, information and data acquired or required by this
Agreement shall become the property of City, and all publication rights are
reserved to City. Consultant may retain a copy of any report furnished to the
City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in
execution or implementation of: (1) The original Project for which Consultant
was hired; (2) Completion of the original Project by others; (3) Subsequent
additions to the original project; and/or (4) Other City projects as City deems
appropriate.
C. Consultant shall, at such time and in such form as City may
require, furnish reports concerning the status of services required under this
Agreement.
D. All Reports required to be provided by this Agreement shall be
printed on recycled paper. All Reports shall be copied on both sides of the paper
except for one original, which shall be single sided.
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E. No Report, information or other data given to or prepared or
assembled by Consultant pursuant to this Agreement shall be made available to
any individual or organization by Consultant without prior approval by City.
16. RECORDS
Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that
relate to the performance of services under this Agreement, in sufficient detail to
permit an evaluation of services. All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible. Consultant shall provide free access to such
books and records to the representatives of City or its designees at all proper
times, and gives City the right to examine and audit same, and to make
transcripts therefrom as necessary, and to allow inspection of all work, data,
documents, proceedings and activities related to this Agreement. Such records,
together with supporting documents, shall be kept separate from other
documents and records and shall be maintained for a period of three (3) years
after Consultant receives final payment from City for all services required under
this agreement.
If supplemental examination or audit of the records is necessary due to
concerns raised by City's preliminary examination or audit of records, and the
City's supplemental examination or audit of the records discloses a failure to
adhere to appropriate internal financial controls, or other breach of contract or
failure to act in good faith, then Consultant shall reimburse City for all
reasonable costs and expenses associated with the supplemental examination or
audit.
17. NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the Cupertino
Municipal Code and Agreement will terminate without any penalty (a) at the
end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds
are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the
event of a conflict with any other covenant, term, condition, or provision of this
Agreement.
18. ENVIRONMENTALLY PREFERABLE PURCHASING
Consultant shall comply with the City's Environmentally Preferable
Procurement Policy whenever practicable in completing any work under this
agreement, including but not limited to:
• Using paper products made with recycled content and
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recycled/remanufactured toner and ink jet cartridges;
• Printing with soy or low volatile organic compounds (VOC) inks;
• Using energy-star compliant equipment;
• Using cleansers and working with janitorial contractors to meet Green
Seal's Industrial and Institutional Cleaners Standard; and
• Ordering supplies electronically and practicing other internal waste
reduction and reuse protocols.
19. NOTICES
All notices, demands, requests or approvals to be given under this
Agreement shall be given in writing and conclusively shall be deemed served
when delivered personally or on the second business day after the deposit
thereof in the United States Mail, postage prepaid, registered or certified,
addressed as hereinafter provided.
All notices, demands, requests, or approvals shall be addressed as follows:
TO CITY:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Christopher Valenzuela, Senior Planner
TO CONSULTANT:
Steve Crounse, Executive Director
City Data Services
403 Alvarado Street
Brisbane, California 94005
20. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If Consultant fails to
cure the default within the time specified and according to the requirements set
forth in City's written notice of default, and in addition to any other remedy
available to the City by law, the City Manager may terminate the Agreement by
giving Consultant written notice thereof, which shall be effective immediately.
The City Manager shall also have the option, at its sole discretion and without
cause, of terminating this Agreement by giving seven (7) calendar days' prior
written notice to Consultant as provided herein. Upon receipt of any notice of
termination, Consultant shall immediately discontinue performance.
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City shall pay Consultant for services satisfactorily performed up to the
effective date of termination. If the termination if for cause, City may deduct
from such payment the amount of actual damage, if any, sustained by City due
to Consultant's failure to perform its material obligations under this Agreement.
Upon termination, Consultant shall immediately deliver to the City any and all
copies of studies, sketches, drawings, computations, and other material or
products, whether or not completed, prepared by Consultant or given to
Consultant, in connection with this Agreement. Such materials shall become the
property of City.
21. COMPLIANCE
Consultant shall comply with all state or federal laws and all ordinances,
rules, policies and regulations enacted or issued by City.
22. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of
the State of California excepting any choice of law rules which may direct the
application of laws of another jurisdiction. The Agreement and obligations of the
parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those
authorities). Any suits brought pursuant to this Agreement shall be filed with the
Superior Court of the County of Santa Clara, State of California.
23. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any
kind pertaining to the services performed under this Agreement unless prior
written approval has been secured from City to do otherwise.
24. WAIVER
A waiver by City of any breach of any term, covenant, or condition
contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant, or condition contained herein, whether of,
the same or a different character.
25. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every
kind or nature whatsoever between the Parties, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions hereof. Any
modification of this Agreement will be effective only by written execution signed
by both City and Consultant.
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26. AUTHORITY
The individual(s) executing this Agreement represent and warrant that
they have the legal capacity and authority to do so on behalf of their respective
legal entities.
27. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be
read and enforced as though each were included herein. If through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, the
Agreement shall be amended to make such insertion on application by either
party.
28. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of
the Agreement and in no way affect, limit or amplify the terms or provisions of
this Agreement.All unchecked boxes do not apply to this Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
Steve Crounse—City Data Services A M r' al Corpor '
By By.
Title.-' Gf� �`� Title S e�i Js n 4 i c•n n
Date Date f Lf t 15-
APPROVED
SAPPROVED AS TO FORM: RECOMMENDED FOR APPROVAL
City Attorney ,
ATTEST:
City Clerk
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EXHIBITS:
Exhibit"A"-Scope of Service
Exhibit"B"-Compensation
EXPENDITURE DISTRIBUTION
Acct: 265-72-711 700-702
PO #
Total: $5,400.00
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EXHIBIT A
Scope of.Services
Under the Scope of Work, City Data Services, LLC will provide:
• Ability to store, display, and summarize individual program
administration information;
• Ability to store, display, and summarize individual program
contract information;
• Ability to enter, store, display, and summarize compliance information;
• Maintain all database and report elements created under the development
contract;
• Maintain data backups and download to the City of Cupertino on a
determined schedule;
• Modify database as needed to add or remove fields, or improve
presentation of data;
• Modify existing reports as needed to meet City of Cupertino's
requirements;
• Provide customer service to City of Cupertino and their clients
throughout the term of contract;
• Promptly respond to request for assistance, training, or database repair
• Single Family and Multi-Family Housing management assistance.
• Generate Certificate of Occupancy and other management documents.
Budget for Scope of Work
#of Annual
Task Cost Months Costs
1.Web-Based Grant Management
Monthly Maintenance Fee $350.00/mo. 12 $4,200.00
2.Web-Based Grant Management
Housing Programs and Projects Add-On $1,200.00
Services $100.00/mo. 12
Total Annual Costs $5,400.00
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Exhibit B
Compensation
City shall compensate Consultant for professional services in accordance with
the terms and conditions of this Agreement based on the rates and compensation
schedule set forth below. Compensation shall be calculated based on the hourly
rates set forth below up to the not to exceed budget amount set forth below.
The compensation to be paid to Consultant under this Agreement for all services
described in Exhibit "A" and reimbursable expenses shall not exceed a total of
FIVE THOUSAND FOUR HUNDRED dollars ($5,400), as set forth below. Any
work performed or expenses incurred for which payment would result in a total
exceeding the maximum amount of compensation set forth herein shall be at no
cost to the City.
Invoices
® Quarterly Invoicing: In order to request payment, Consultant shall submit
quarterly invoices to the CITY describing the services performed and the
applicable charges (including a summary of work performed during that period,
personnel who performed the services, hours worked, task(s) for which work
was performed).
Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing,
photocopying, in house printing, insurance and other ordinary business
expenses are included within the scope of payment for services and are not
reimbursable expenses. Travel expenses must be authorized in advance and shall
only be reimbursed to the extent consistent with City travel policy.
Additional Services
Consultant shall provide additional services outside of the services identified in
Exhibit A only by advance written authorization from the City's Project Manager
prior to commencement of any additional services. Consultant shall submit, at
the Project Manager's request, a detailed written proposal including a
description of the scope of additional services, schedule, and proposed
maximum compensation.
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